Bergesen Worldwide Gas ASA (BW Gas)
Bond Issue Prospectus
Registration document
Joint Book Runners
Oslo, August 14, 2006 BW Gas ASA Prospectus of August 14, 2006
Table of contents:
1. Risk factors ...... 3 2. Definitions ...... 4 3. Persons responsible ...... 5 4. Statutory Auditors ...... 6 5. Information about the Issuer ...... 7 6. Business overview...... 9 7. Organizational structure ...... 19 8. Trend information...... 21 9. Forecasts or estimates...... 22 10. Administrative, management and supervisory bodies...... 23 11. Major shareholders ...... 25 12. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses 26 13. Third party information and statement by experts and declarations of any interest...... 28 14. Documents on display ...... 29 Cross Reference List...... 30 Bergesen Worldwide Gas’ Articles of Association ...... 31 Glossary of Shipping Terms...... 32
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1. Risk factors
BW Gas’ industrial nature and international presence gives exposure to financial risks which include but are not limited to, currency risks, interest risks and credit risks. BW Gas uses different financial instruments to actively operate its financial exposure. In addition, there are several other types of risks associated to the daily operations that must be considered. The risks and uncertainties described below may not be the only ones. Additional risks and uncertainties not presently known or that are currently deemed immaterial, may also impair business operations.
Risk factors Volatile market cycles The most important market risk for BW Gas is related to the highly cyclical nature of the LPG shipping industry, which may lead to volatility in freight rates and vessel values. Approximately 77 % of the company’s time charter revenue and 68% of operating profit before depreciation were generated from the LPG segment in 2005. Demand for LPG ships is primarily explained by the production of LPG from exporting countries.
Delays, alternations in trade patterns, deliveries and scrapping Much of the future expansion in LPG production is related to gas projects, and delays in such projects may cause delay in projected seaborne LPG volumes. Another demand factor is changes in trading patterns, which affects transportation distances. The most important factors which influence the supply side of LPG shipping are the number of newbuilding deliveries and the scrapping rate.
Dependence on market growth An important growth strategy is to expand the LNG operations. This will depend on continued growth in the global LNG market.
Customer relations The growth of the company’s LNG business also depends on the ability to expand relationships with existing customers and to obtain new customers. BW Gas derives all of its LNG revenues from four customers, and the loss of any customer, time charter or vessel could result in loss of revenues and cash flow.
Interest rate BW Gas has implemented strategies for managing interest rate, foreign exchange and bunker oil risks. The interest rate risk is mainly related to floating debt financing of the long-term time charters for the LNG fleet. The company has entered into long-term interest rate hedging instruments to mitigate the effects of changing US dollar interest rates related to the LNG contract exposure.
Currency BW Gas is a US dollar based company with all revenues, debt and a significant part of the operating costs in the US currency. However, approximately 35% of the operating expenses are denominated in NOK and a hedging system is in place to mitigate the effects of changes in the USD/NOK exchange rate.
Bunker oil prices The recent strategy of building up an extensive Contract of Affreightment (COA) cover for the VLGC fleet has increased the bunker price exposure as most of the contracts are concluded without bunker clauses. When COAs are entered into without bunker clauses, revenues are fixed or partly fixed while fuel costs are exposed to bunker oil price fluctuations. A system for hedging parts of the bunker oil risk in COA and on spot charters has been implemented.
Risks associated with operating across the world Transporting gas across the world creates risk of business interruptions due to political circumstances in foreign countries, terrorist attacks, hostilities, labor strikes and boycotts. There is also a potential for changes in tax rates or policies and the potential for government expropriation of vessels. Any of these events may result in loss of revenues and/or increased costs.
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2. Definitions
BW Gas or the Company or the Issuer or the Borrower - Bergesen Worldwide Gas ASA, company reg. no. 910517694 the Group - BW Gas and its subsidiaries
BW Group - Bergesen Worldwide Ltd Group of companies including BW Gas, Bergesen Worldwide Offshore Ltd (BW Offshore), tankers and dry bulk vessels BW Ltd - Bergesen Worldwide Limited, the ultimate holding company of BW Gas
World Nordic - World Nordic ApS, the main shareholder of BW Gas
Financial Statements 2002-2004 - BW Gas' annual report 2002-2004, IFRS
Annual Report of 2005 - BW Gas' annual report of 2005.
1Q06 Report - BW Gas’ 1st Quarterly Report of 2006
Registration Document /Prospectus - this document dated August 14, 2006
Section - a section in this Registration Document
Board or Board of Directors - the board of directors of the Company
Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)
Oslo Børs - Oslo Børs ASA (the Oslo Stock Exchange)
EBIT - earnings before interest and taxes
EBITA - earnings before interest, taxes and amortisation
EBITDA - earnings before interest, taxes, depreciation and amortisation
EUR - Euro, the legal tender of the European Union
IFRS - International Financial Reporting Standards
NGAAP - generally accepted account principles in Norway
ISIN - International Securities Identification Number
Joint Book runners - Nordea Bank Norge ASA and Pareto Securities ASA
Nordea - Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, 0107 Oslo, Norway
Pareto Securities - Pareto Securities ASA, P.O. Box 1411 Vika, 0115 Oslo, Norway
NOK - Norwegian kroner, the legal tender of Norway
USD - United States dollars, the legal tender of the United States of America
Restructuring - the 2005 restructuring of Bergesen d.y. ASA into BW Gas through de- merger and sale of non-gas assets
The Fleet - BW Gas’ total fleet comprising LPG/ammonia and LNG vessels
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3. Persons responsible
3.1 Persons responsible for the information Persons responsible for the information given in the registration document are as follows: Bergesen Worldwide Gas ASA, Drammensveien 106, 0273 Oslo, Norway
3.2 Declaration by persons responsible
Responsibility statement This Registration Document has been prepared by BW Gas ASA with a view to providing a description of relevant aspects of BW Gas ASA in connection with the Bond Issue and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.
Oslo, Norway, August 14, 2006
Bergesen Worldwide Gas ASA
Joint Book Runners Nordea Bank Norge ASA and Pareto Securities ASA have assisted the Company in preparing the Registration Document. Neither Nordea Bank Norge ASA nor Pareto Securities ASA has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and the Joint Book Runners expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by BW Gas ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Book Runners nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo, Norway, August 14, 2006
Nordea Bank Norge ASA Pareto Securities ASA
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4. Statutory Auditors
4.1 Names and addresses The Issuer’s auditor for 2004 and 2005 has been Ernst & Young AS, independent public accountants, located at Christian Frederiks Plass 6 Oslo Atrium, 0154 Oslo, Norway. Ernst & Young AS is member of The Norwegian Institute of Public Accounts. State Authorized Public Accountant, Mr Eirik Tandrevold, has been liable for the Auditor's report for 2004 and 2005.
As of May, 2006, the Issuer’s auditor has been PricewaterhouseCoopers independent public accountants, located at Karenslyst alle 12, 0278 Oslo, Norway. The new State Authorized Public Accountant is named Mrs. Rita Granlund. PricewaterhouseCoopers is a member of The Norwegian Institute of Public Accounts.
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5. Information about the Issuer
5.1 History and development of the Issuer
5.1.1 Legal and commercial name The legal and commercial name of the issuer is Bergesen Worldwide Gas ASA. See also Section 2. Definitions.
5.1.2 Place of registration and registration number The Issuer is registered in the Norwegian Companies Registry with registration number 910517694.
5.1.3 Date of incorporation Bergesen d.y. ASA was incorporated on July 3, 1938 in Norway. The company was was acquired by World Nordic ApS in April 2003. Bergesen d,y. ASA was restructured and renamed Bergesen Worldwide Gas ASA in June 2005. BW Gas was listed on the Oslo Stock Exchange in October 2005.
5.1.4 Domicile and legal form The Issuer is a public limited liability company organized under the laws of Norway with its registered office at Drammensveien 106, 0273, Oslo, Norway
The Issuer's mailing address is P.O Box 2800 Solli, 0204 Oslo, Norway and telephone Tel: +47 2212 0505.
5.1.5 Recent events relevant to evaluation of solvency
The first quarter of 2006 was a strong quarter from LPG and ammonia business, and the LNG segment improved as more LNG newbuildings were delivered.
Edda Gas As from January 1, 2006, Edda Gas KS is fully consolidated as a subsidiary of BW Gas, as BW Gas now has an ownership share of 53%.
VLGC expansion In April BW Gas entered into a final agreement with Maran Ventures Inc. (Maran Gas), a company controlled by the Angelicoussis group, under which BW Gas took a 50% ownership share in four VLGC newbuildings ordered by Maran Gas. The VLGCs, each of 84,000 cbm, are under construction at Daewoo Shipbuilding (DSME) for delivery between May 2008 and May 2009. The contract prices of the vessels are favorable to the prevailing market prices and same as ordered by Maran Gas. The vessels will be marketed and commercially operated by BW Gas and technically operated by Maran Gas.
Acquisition of Yara Ammonia Fleet In April 2006, Yara International ASA (Yara) and BW Gas entered into an agreement under which Yara agreed to sell its ammonia fleet to BW Gas for an agreed price of USD 347 million. The fleet consisted of seven fully owned and three chartered-in LPG/ammonia vessels. The deal has now been closed. The acquisition of Yaraship AS which owns five of the vessels (to be renamed BW Havsol, BW Havlur, BW Hermes, BW Havlys and BW Helen), has had accounting effect from 1 July 2006. The three time charter vessels will be taken over in November 2006, September 2007 and December 2007, respectively. The two remaining LGCs, (to be renamed BW Hesiod and BW Herdis) will be taken over in August/September 2006. The vessels will be timechartered back to Yara for periods ranging from 3 to 15 years with an average of 9 years.
As part of the agreement BW Gas and Yara has established a partnership under which BW Gas has agreed to provide shipping services which Yara has defined to be non-core.
Delivery of new vessels The VLGC Berge Ningbo was delivered in March 2006. The vessel is time-chartered long-term (2006-2018). Purchase options can be declared in the period from 2012-2018.
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The VLGC Berge Trader was delivered on Time Charter in March 2006 with purchase option. The purchase option was declared in June 2006 and delivered July 2006.
The fourth and last LNG vessel to Nigeria LNG, the LNG Benue, was delivered in March 2006.
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6. Business overview
6.1 Principal activities
Introduction BW Gas is a leading global provider of gas marine transportation services. The company is the largest owner and operator of LPG (liquefied petroleum gas) carriers in the world and one of the largest independent owners and operators of LNG (liquefied natural gas) carriers (Source: BW Gas). BW Gas owns, part-owns and/or operates a fleet of 97 vessels (including newbuildings), of which 82 are LPG vessels (transporting mainly LPG and ammonia) and 15 are LNG vessels. Currently the company employs approximately 1,560 seagoing personnel and 170 onshore employees.
The combination of a strong financial position, vast experience and in-depth maritime expertise makes BW Gas ASA an attractive business partner for both new and existing customers. (Source: www.bwgas.com)
History The origin of BW Gas dates back to 1935 when Mr. Sigval Bergesen d.y. established a tanker business in Stavanger, Norway. The fleet was rapidly expanded, with the delivery of a series of increasingly larger tankers. In 1967, Sigval Bergesen d.y. entered the dry bulk business, and by the 1970s, the company had grown to be one of the largest ship owning groups in the world.
In 1978, Sig. Bergesen d.y. & Co entered into the gas transportation business by acquiring six LPG vessels and by the end of the 1980s, the company had become a major operator of large LPG carriers. In 1986, Bergesen d.y. ASA was listed on the OSE.
In 1995, Bergesen acquired the shares of Havtor ASA, a marine gas transportation company, and the two companies were merged in 1996. As a result of this merger, the Bergesen became a leading player in crude oil, dry bulk and gas transportation. In 1999, Bergesen revised its strategy and decided to grow in two new shipping markets, LNG and offshore services. The LNG venture started in 2000 and 2001 with the ordering of three newbuilds that were subsequently chartered to Suez Energy and Sonatrach. The LNG business grew substantially in 2002 when BW Gas was awarded four contracts to Nigeria LNG. In 2004, Nigeria LNG awarded a contract for a further four LNG vessels to subsidiaries of Bergesen Worldwide Limited.
In April 2003, Sohmen family interests acquired a majority of the shares of Bergesen and subsequently launched a public offer through World Nordic APS for the remaining shares and Bergesen’s shares were de-listed.
In 2005, Bergesen Worldwide Limited restructured Bergesen into a pure gas shipping company. To effect the restructuring, the majority of the gas, offshore, tanker and dry bulk businesses were separated into stand-alone entities within the Bergesen Worldwide Group through a combination of sales and de-merger transactions, with Bergesen holding substantially all of the gas business. The company was renamed Bergesen Worldwide Gas ASA and listed on the Oslo Stock Exchange on 25 October 2005.
Strategy BW Gas’ vision is to be the world’s leading provider in gas shipping based on customer satisfaction and shareholder returns. The aim is to create value for the shareholders through profitable growth. BW Gas seeks to achieve this objective by implementing the following strategies:
• Combine stable cash flows from LNG with cyclical opportunities in LPG
• Use the large fleet size to provide flexible commercial solutions
• Expand the LPG fleet through well-timed transactions
• Expand the LNG fleet by focusing on long-term projects with good risk/return
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• Use partnerships to secure new business
• Operate a high-quality fleet
• Maintain financial flexibility
Marine shipping market The greatest consumers of gas are USA, Europe, Japan and China. Domestic gas production in Europe and USA is on the wane, while new gas resources are being discovered mainly in Africa, the Middle East, Russia and Southeast Asia. As a result, the distance between producers and consumers is increasing, which will create more demand for marine gas transportation in the future (see figure below).
LPG Origin and transportation, 2004 status
North Sea 7.7
0.7 1.4 US 0.2 0.6 Middle East 24.4 2.1
West Africa 22.7 0.4 9.7 Malaysia Venezuela 0.3 1.1 0.4 Indonesia 1.0 0.6 0.2 Australia 1.9 Growth areas
Source: IAE, Poten&Partners, Figure 1: LPG Origin and Transportation Patreto Securities Credit Analysis
BW Gas has been in the gas marine transportation market (LPG) since the mid 1970s. They entered the LNG market in the early 2000s. Today, BW Gas transports mainly three types of gasses, described below:
Natural Gas consists mainly of methane and is transported either by pipeline or as LNG (Liquefied Natural Gas) at sea. LNG is natural gas cooled down to -163oC, which keeps it in a liquid state where the volume is reduced by a factor of 600. Natural gas is odorless and non-toxic.
LPG, or Liquefied Petroleum Gas, comes in two forms; propane, which boils at -42oC, and butane, which boils at -0.5oC. LPG is an associated product of oil and gas production as well as crude oil refining. LPG is non-toxic and odorless.
Ammonia is a compound of nitrogen and hydrogen produced mainly from natural gas. At standard pressure, ammonia is a gas that boils at -33oC. Ammonia is corrosive to some materials and is a toxic gas with a characteristic pungent odor.
The following exhibit illustrates the value chain associated with providing gas for end-users.
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Source Processing Industries Transport/usage User
Power Natural Gas Gas Plant Natural Gas Pipeline LNG Generation Well Liquefaction Residential/ LPG LNG Ship Petrochemical Commercials gasses Ammonia Industrial
Auto Condensate LPG Ship Further Refining Dirty Products Chemicals Oil Well Refinery Clean Products Agricultural
BW Gas activities Source: Paretp Securities, BW Gas Figure 2: Value Chain
As seen above, BW Gas operates in two main segments: LPG and LNG. The marine transportation of LPG is divided into three segments, namely VLGCs, LGCs, and MGCs.
The LPG segment The LPG and ammonia markets have been strong so far in 2006, even though the second quarter is seasonally week (see figure below). Driven by increased LNG production, the LPG trade is expected to increase by 7.2% per year for the next five years, according to the US based LPG consultants Poten & Partners. Growth in ammonia production is driven by new low-cost natural gas production in the Middle East, Russia and Australia, giving an expected increase in the ammonia trade of 3.9% per year for the next five years, according to the UK based ammonia market analyst, Fertecon. (Source: BW Gas Annual Report 2005)
65 000 78K cbm Modern LPG TCE Rates 60 000 55 000 50 000 45 000 40 000 35 000 30 000 $ per day$ per 25 000 20 000 15 000 10 000 5 000 0 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
2003 2004 2005 2006 Current spot Source: Clarksons, Pareto Securities
Figure 3: The VLGC market
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The LNG segment Natural gas is the world’s fastest growing energy source with a projected growth rate of 2.3% per year for the next 20 years, according to the International Energy Agency (IEA). Since pipeline transportation is not economically viable over long distances, LNG shipping is anticipated to have an even higher rate of growth of 6.9% per year for the same period (Cedigaz forecasts).
The figures below show how the two segments contribute to BW Gas’ TC income and EBITDA.
Source: BW Gas Presentation 1 EBITDA = Operating result before depreciation and disposals
Figure 4: Segment Contribution
Figure 5: Quarterly EBITDA development yr/yr
Source: 1Q06 BW Gas presentation
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Fleet Overview BW Gas’ fleet comprises the LPG and ammonia vessels and the LNG vessels. The LPG fleet consists of VLGCs (Very Large Gas Carriers), LGCs (Large Gas Carriers), MGCs (Medium Gas Carriers) and semi-ref vessels. The exhibit below shows an overview of the Fleet and a description of the vessels.
Vessel type Size cbm Characteristics Products shipped BW Gas fleet
• All fully-refrigerated • LPG 41 in total: VLGC 70,000+ • Long-haul trades; key routes • Clean petroleum •16 owned or BB AG to Korea/Japan/China and products •6 long-term TC West Africa to US/Europe •8 newbuilds (owned or TC) •11 operated
• All fully-refrigerated • LPG 18 operated, of which: LGC 50,000- • Long-haul transatlantic trades: • Ammonia • 11 vessels owned 69,999 West Africa to US/Brazil and • Clean petroleum • 7 operated Black Sea to US products
MGC 22,000- • Almost all fully-refrigerated • LPG 18 in total 49,999 • Regional trades: intra North • Ammonia •14 owned (incl 5 Yara vessels) Sea, Mediterranean, Caribs, •3 newbuilds (owned or TC) Asia •1 operated
Semi-ref 8,000- • Some fully-pressurized, but • Petchem (semi-ref) 4 in total 21,999 mostly fully- (>20’) or semi- • LPG (fully-ref) •4 part-owned semi-ref refrigerated (<20’) • Ammonia (fully-ref) • Yara vessels incl under • Semi-ref: Regional trades, MGC segment some long-haul • Fully-ref: Mostly regional 15 in total LNG 138,000- • LNG •7 modern 138-156,000 156,000 •2 old 30,000 •6 newbuilds (of which 4 will be TOTAL operated) Total of 96 Source: BW Gas
Figure 6: Fleet Overview and Description
The Fleet and market position BW Gas has become the most dominant and diversified player within maritime transportation of gas (Source: Pareto Securities). The company is the largest owner and operator of LPG (liquefied petroleum gas) carriers and one of the largest independent owners and operators of LNG (liquefied natural gas) carriers (Source: BW Gas). The size of the fleet enables BW Gas to increase the utilization of its fleet by reducing the number of days without employment. In addition, it is very important for the charterers to have a good relationship with such a dominant player as BW Gas, as they need BW Gas’ transportation services. Global LPG Fleet (existing fleet and newbuildings) 100 % The only significant competitor to BW Gas is 80 % 41 % Exmar, and BW Gas and Exmar work together in the Exmar Pool. The following exhibit shows 60 % 75 % 84 % the share of the global LPG fleet that BW Gas’ owns/controls (included newbuilds) as of June 40 % 59 % 2006. 20 % 25 % 16 % 0 % VLGC LGC MGC
Source: Pareto Securities BW GAS Rest Figure 7: Global LPG Fleet
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Commercial management of the Fleet LPG Fleet Almost all of BW Gas’ LPG vessels are operated under pool arrangements facilitating the operation of the Fleet. The Company participates in the following four pools under which similar tonnage is pooled together: the VLGC pool, LGC pool, Exmar mid-size pool and SkandiGas pool. BW Gas acts as the manager for the VLGC and LGC pools and receives a fee for all vessels that participate in these pools. The Exmar mid-size and SkandiGas pools are operated by Exmar and A.P. Møller, respectively, which receive a fee for vessels that operate in those pools.
As a pool manager, the Company operates the pool vessels. Under a typical pool arrangement, the manager of the pool markets the vessels as a single, cohesive fleet, operating them on spot voyages, COAs and time charters. As a pool manager, the Company also conducts certain operational management, including vessel scheduling and reporting while each owner remains responsible for the technical management of their own vessels.
Contract types in LPG Shipping The main shipping contracts for LPG/ammonia vessels are short- to medium-term charters, namely Contracts of Affreightment (COAs) and spot voyage charters. Under a COA, a cargo-owner outsourcers his shipping requirement to a ship operator, who provides capacity to transport a certain volume of cargo within a certain period of time. BW Gas’ large fleet of LPG carriers allows the company to increase the utilization of its fleet under such COA agreements. BW Gas, with its experience from handling COAs in the operation of the MGCs in the North Sea, has also introduced the COA concept to the VLGC segment. COAs provide customers with more flexibility, enabling them to optimize and increase their product trading, while BW Gas increases its fleet efficiency and strengthens its customer relations. As seen from the exhibits bellow, the company has a significant portion of their LPG fleet on COAs. As one can see from the VLGC fleet, 36% of the fleet is on fixed price COAs, while 12% is on floating rate COAs. The COAs and TC rates are typically renegotiated every 1-2 years, but BW Gas has a very good customer relationship with the charterers, and the contracts are therefore typically extended when an old contract expires.
MGC VLGC LGC Spot Spot 23 % TC 28 % 29 % Spot TC 45 % COA 44 % floating TC 12 % COA fixed 57 % 36 % COA fixed 15 % COA fixed 11 % Source: BW Gas Presentation Figure 8: Contract Distribution
LNG Fleet and Contract types in LNG Shipping LNG vessels are typically hired for a fixed period of up to 20-25 years. This corresponds to the general length of the sales and purchase contracts of the natural gas. Long term charter contracts have traditionally been prevalent because LNG projects are expensive and typically involve an integrated value chain where LNG transportation represents 20-30% of the total costs. Therefore, transportation capacity is secured at startup of new LNG projects. The short term market for LNG vessels is limited by nature, but is expected to grow in the future as new LNG production capacity is not fully utilized and import facilities without long term supply contracts are being built.
All but two LNG vessels operated by BW Gas are operated under long-term time charters of 20 years. One smaller LNG vessel is under short-term time charter, whereas one small, vintage vessel is currently not on contract. All LNG time charters for the vessels currently trading include options, exercisable by the customer, to extend the initial term. The initial term for a time charter commences upon the vessel’s delivery.
Income from the long-term contracts constitutes about 31% of BW Gas’ total EBITDA, or about USD 71 million in 2005. From the graph below, one can see how much the long-term contract LNG business is contributing.
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EBITDA distribution
250
200
150
USDm 100
50
- 2002 2003 2004 2005
Source: Pareto Securities VLGC LGC MGC LNG
Figure 9: EBITDA Distribution
Capex program
550
500
450 Total committed capex including the Yara fleet, 2006-09 USD 1,240m: 400 o Newbuilding instalments VLGC USD 415m 347,0 122,2 (incl. Berge Trader and Maran Gas vessels) 350 o Newbuilding instalments LNG USD 461m1 o Newbuilding instalments MGC USD 17m 300 o Yara fleet USD 347m
250 VLGC options likely to be declared: (USDm) o Formosagas Bright and Formosagas Apollo: 200 USD 85m (March 2007) 17,1 o Yuyo Berge: USD 44.5m (March 2010) 315,5 150 85,0 58,0 136,4 100
50 98,8 100,7 41,2 44,5 0 3,6 2006 2007 2008 2009 2010 1 USD 423 million is related to Suez LNG vessels financed under a French LNG *) VLGC LGC MGC VLGC options Yara fleet single investor tax lease
Source: BW Gas Presentation
Figure 10: Capex program
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Segment reports The following segment reports show (among other) the TC incomes and operating profits for the LPG and the LNG segment:
SEGMENT REPORTS – CONTINUING OPERATIONS First quarter Full year (Unaudited figures in USD million) 2006 2005 2005 LPG - TOTAL Operating revenue 124.1 104.4 408.2 Voyage expenses -22.5 -25.7 -106.0 TC Income 101.6 78.7 302.2 Charter hire expenses -16.2 -7.7 -51.0 Salaries and other operating expenses -26.9 -26.9 -99.6 Operating profit before depreciation and disposals 58.5 44.1 151.6 Depreciation -13.2 -13.8 -47.1 Net gain on sale of tangible fi xed assets -0.1 0.0 34.2 Operating profit 45.2 30.3 138.7
Key figures Average number of owned and B/B vessels (calendar days) 32.5 34.5 30.7 Average number of owned and B/B vessels (voyage days) 31.8 33.9 29.3 Average number of chartered in vessels on TC 7.5 3.9 6.2 TC income per calendar day (USD 1,000), 1) 28.2 22.8 22.4 TC income per voyage day (USD 1,000), 2) 28.7 23.1 23.3 Operating expenses per day (USD 1,000), 3) 9.2 8.7 8.9 Carrying value vessels 874.6 845.5 618.5
LPG – VLGC Operating revenue 72.6 63.9 244.8 Voyage expenses -14.7 -14.1 -60.7 TC Income 57.9 49.8 184.1 Charter hire expenses -14.8 -6.4 -45.6 Salaries and other operating expenses -14.0 -16.8 -59.7 Operating profit before depreciation and disposals 29.1 26.6 78.8 Depreciation -4.8 -7.0 -22.1 Net gain on sale of tangible fi xed assets -0.1 0.0 24.5 Operating profit 24.2 19.6 81.2
Key figures Average number of owned and B/B vessels (calendar days) 15.0 19.8 16.9 Average number of owned and B/B vessels (voyage days) 14.4 19.3 16.7 Average number of chartered in vessels on TC 6.5 2.9 5.2 TC income per calendar day (USD 1,000), 1) 29.9 24.4 22.8 TC income per voyage day (USD 1,000), 2) 30.8 24.9 23.0 Operating expenses per day (USD 1,000), 3) 10.4 9.4 9.7 Carrying value vessels 374.7 384.6 280.2
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LPG – LGC Operating revenue 30.1 23.6 105.4 Voyage expenses -5.1 -6.4 -24.9 TC Income 25.0 17.2 80.5 Charter hire expenses 0.0 0.0 0.0 Salaries and other operating expenses -7.0 -6.3 -27.4 Operating profit before depreciation and disposals 18.0 10.9 53.1 Depreciation -4.4 -4.5 -17.3 Net gain on sale of tangible fi xed assets 0.0 0.0 0.0 Operating profit 13.6 6.4 35.8
Key figures Average number of owned and B/B vessels (calendar days) 9.5 9.5 9.5 Average number of owned and B/B vessels (voyage days) 9.4 9.4 8.5 Average number of chartered in vessels on TC 0.0 0.0 0.0 TC income per calendar day (USD 1,000), 1) 29.2 20.1 23.2 TC income per voyage day (USD 1,000), 2) 29.6 20.3 25.9 Operating expenses per day (USD 1,000), 3) 8.2 7.4 7.9 Carrying value vessels 260.1 276.6 264.4
LPG – MGC Operating revenue 21.4 16.9 58.0 Voyage expenses -2.7 -5.2 -20.4 TC Income 18.7 11.7 37.6 Charter hire expenses -1.4 -1.3 -5.4 Salaries and other operating expenses -5.9 -3.8 -12.5 Operating profit before depreciation and disposals 11.4 6.6 19.7 Depreciation -4.0 -2.3 -7.7 Net gain on sale of tangible fi xed assets 0.0 0.0 9.7 Operating profit 7.4 4.3 21.7
Key figures Average number of owned and B/B vessels (calendar days) 8.0 5.2 4.3 Average number of owned and B/B vessels (voyage days) 8.0 5.2 4.1 Average number of chartered in vessels on TC 1.0 1.0 1.0 TC income per calendar day (USD 1,000), 1) 23.1 21.0 19.4 TC income per voyage day (USD 1,000), 2) 23.1 21.0 20.2 Operating expenses per day (USD 1,000), 3) 8.2 8.1 8.0 Carrying value vessels 239.8 184.3 73.9
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LNG Operating revenue 32.2 22.4 92.1 Voyage expenses -0.5 0.0 -0.2 TC Income 31.7 22.4 91.9 Charter hire expenses 0.0 0.0 0.0 Salaries and other operating expenses -6.7 -5.2 -20.4 Operating profit before depreciation and disposals 25.0 17.2 71.5 Depreciation -7.8 -4.8 -20.4 Net gain on sale of tangible fi xed assets 0.0 0.0 0.0 Operating profit 17.2 12.4 51.1
Keyfigures Average number of owned and B/B vessels (calendar days) 7.0 5.0 5.2 Average number of owned and B/B vessels (voyage days) 7.0 5.0 5.2 Average number of chartered in vessels on TC 0.0 0.0 0.0 TC income per calendar day (USD 1,000), 1) 50.3 49.8 48.4 TC income per voyage day (USD 1,000), 2) 50.3 49.8 48.4 Operating expenses per day (USD 1,000), 3) 10.6 11.6 10.7 Carrying value vessels 996.0 490.6 824.6
UNALLOCATED Operating revenue 5.2 2.5 16.8 Voyage expenses 0.0 0.0 0.0 TC Income 5.2 2.5 16.8 Charter hire expenses 0.0 0.0 0.0 Salaries and other operating expenses -7.3 -4.5 -17.7 Operating profit before depreciation and disposals -2.1 -2.0 -0.9 Depreciation -1.0 -0.8 -3.6 Net gain on sale of tangible fi xed assets 0.0 0.2 0.2 Operating profit -3.1 -2.6 -4.3
Definitions key figures:
1) [TC income]*1,000/[Average number of owned and B/B vessels (calendar days) + Average number of chartered in vessels on TC]/[Number of days in period]
2) [TC income]*1,000/[Average number of owned and B/B vessels (voyage days) + Average number of chartered in vessels on TC]/[Number of days in period] Voyage days = Calendar days – Technical Offhire days
3) ([Salaries, social security and pensions + Other operating expenses])*1,000/ [Average number of owned and B/B vessels (calendar days)]/[Number of days in period]
The segment reports are extracted from the 1Q06 and consequently contain audited and non-audited numbers (see 12.4.1).
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7. Organizational structure
7.1 Description of the group which the Issuer is part of
Bergesen Worldwide Group (BW group) The BW Group is one of the world’s leading maritime groups. It comprises about 150 gas carriers, tankers, FPSO/FSOs and dry bulk vessels including newbuildings. (Source: BW Gas). The ultimate holding company is Bergesen Worldwide Limited (BW Ltd), incorporated in Bermuda on October 29, 2003. BW Ltd has no management, thus the individual companies in the BW Group are independent with their separate management teams. BW Ltd is represented through board representation in BW Gas. The headquarters for BW Gas and BW Offshore are located in Oslo and BW Shipping Managers Pte, which operates the tanker fleet, is located in Singapore. In addition the BW group has representative offices in France, Japan, China and Nigeria and manning offices in Latvia, India and the Philippines.
See exhibit below for BW group’s structure.
Bergesen Worldwide Ltd
59.7% 58.5%
BW Gas BW Offshore
100% 100%
LPG LNG Crude Oil Dry Cargo FPSO
21 VLCCs 71 vessels owned 9 vessels owned 1 product tanker 6 oil FSPOs /part-owned/operated 2 newbuilds owned 4 VLCC newbuilds 12 dry bulk vessels 1 oil FSO 11 newbuilds owned/TC 4 newbuilds operated 7 product tanker 1LPG FPSO newbuilds
Source: BW Gas Figure 11: Bergesen Worldwide Group Profile
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7.2 Issuer dependent upon other entities From time to time, agreements are entered into between two or more Bergesen Worldwide companies. The boards of directors and other parties involved in the decision-making processes leading up to such agreements are all critically aware of the need to act at arm’s length. If needed, external, independent opinions are sought.
The Group has carried out various transactions with associates. All transactions have been carried out as a part of the ordinary operations and at arms length prices. The most important transactions carried out are as follows:
BW Gas has entered into newbuilding supervision agreements and a commercial agency and management agreement with Bergesen LNG Ltd., a subsidiary of Bergesen Worldwide Limited, relating to newbuilding supervision and management of four LNG vessels to be owned by single ship subsidiaries of Bergesen LNG Ltd., Bermuda.
The commercial agency and management agreement may be terminated in writing by either party giving three months’ notice. BW Gas believes that the terms of the management agreement are arm’s length terms and in line with the industry practice.
BW Gas executes management agreements for several companies defined as affiliated parties. An overview over transactions that were carried out with related parties, is given in Note 19, p.68 in the Annual Report of 2005
BW Gas is a pure holding and management company and operates as an internal bank for the respective shipowning subsidiaries. The debt that BW Gas raises in the bank and bond markets are relent to the various shipowning companies. Through the cash flow generated from the vessels’ operation the subsidiaries service the debt to BW Gas and BW Gas uses these funds to service its external debt to banks and bond investors.
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8. Trend information There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements.
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9. Forecasts or estimates The issuer does not choose to include a profit forecast or a profit estimate.
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10. Administrative, management and supervisory bodies
10.1 Information about persons
Board of Directors
BW Gas’ management is vested in the Board of Directors and the Chief Executive Officer, with the latter being responsible for the day-to-day management of the company in accordance with instructions, policies and operating guidelines set out by the Board of Directors.
The table below sets out the names of the members of BW Gas’ Board:
Name Born Position Business Address Helmut Sohmen...... 1939 Chairman of the Board P.O Box 2800 Solli, 0204 Oslo, Norway Andreas Sohmen-Pao ...... 1971 Vice Chairman P.O Box 2800 Solli, 0204 Oslo, Norway Kathryn Baker ...... 1964 Member P.O Box 2800 Solli, 0204 Oslo, Norway Knut Brundtland...... 1961 Member P.O Box 2800 Solli, 0204 Oslo, Norway Clare M. J. Spottiswoode...... 1953 Member P.O Box 2800 Solli, 0204 Oslo, Norway
Helmut Sohmen Helmut Sohmen has served as Chairman of our Board of Directors since 2003. Dr. Sohmen has been a member of the Boards of Directors of various World-wide / BW Group companies since 1970 and Chairman of World- Wide Shipping Group Limited / Bergesen Worldwide Limited since 1986. He has served as a non-executive director of HSBC Holdings plc in London since 1991. Dr. Sohmen attended Wesleyan University in Middletown, Connecticut, as Fulbright Scholar, and holds a Doctor Juris degree from University of Vienna, a Master of Comparative Law degree from Southern Methodist University in Dallas and a Master of Laws degree from Northwestern University in Chicago.
Andreas Sohmen-Pao Andreas Sohmen-Pao has served as Vice Chairman of our Board of Directors since 2003. Mr. Sohmen-Pao is Managing Director of BW Shipping Managers Pte Ltd. He also serves as member of the Board of Directors of the London Steamship Owners’ Mutual Insurance Association and is a member of the Advisory Board of Deutsche Bank SHL (Schiffshypothekenbank zu Lübeck Ag). Mr. Sohmen-Pao holds a double first class honours degree (B.A. Hons) from Oxford University and an MBA with distinction from Harvard Business School.
Knut Brundtland Knut Brundtland was partner in Advokatfirma BA-HR from 1993-2005. He now acts as a professional company Director and is Chairman of the Board of Directors of various companies such as Bluewater Insurance ASA, Creditsafe Business Information N.V., Futuris Asset Management AB, Try Reklamebyrå AS, Contopronto AS, Youngstorvet Eiendom AS, VOSS of Norway ASA, Sealbay AS and ContextVision AB. He is also a member of the Board of Directors of various companies. He has a law degree from the University of Oslo.
Clare M. J. Spottiswoode Clare M. J. Spottiswoode, CBE, was Director General of Ofgas from 1993-98, the independent regulatory office for gas in the United Kingdom, and served as a member of the Government’s Deregulation Task Force, in 1993, and the Public Services Productivity Panel in 1998. Ms. Spottiswoode is currently Chairman of Economatters Limited and Deputy Chairman at British Energy. She is also currently a non-executive Director of Anker, Tullow Oil plc, BioFuels and Petroleum Geo-Services. She holds an MA degree (Mathematics and Economics) from Cambridge University and an M.Phil degree in Economics from Yale University.
Kathryn M. Baker Kathryn M. Baker joined Reiten & Co in 1999 as a partner. In the course of her role at the Private Equity firm Reiten & Co, she currently leads the investments in Heimstaden and Euroskilt where she is Chairman. She has the lead role in Factor Insurance Group, where she is also a member of the Board of Directors. In addition she is the fund manager for Reiten & Co Capital Partners V. Ms. Baker holds a Bachelor degree in Economics from Wellesley College and an MBA from The Amos Tuck School of Business Administration at Dartmouth College.
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Management group The table below sets out the names of the members of the Issuer’s senior management:
Name Born Position Business Adress Jan Håkon Pettersen...... 1946 Chief Executive Officer P.O Box 2800 Solli, 0204 Oslo, Norway Garup Meidell ...... 1957 Chief Financial Officer P.O Box 2800 Solli, 0204 Oslo, Norway Jens Ismar ...... 1957 Commercial Director P.O Box 2800 Solli, 0204 Oslo, Norway Rebekka Glasser ...... 1970 Business Development Director P.O Box 2800 Solli, 0204 Oslo, Norway Leif Arthur Andersen ...... 1947 Technical Director P.O Box 2800 Solli, 0204 Oslo, Norway
Jan Håkon Pettersen Jan Håkon Pettersen has been Chief Executive Officer since January 2004. Prior to joining Bergesen in 1992, Mr. Pettersen worked as Managing Director of Arcade Shipping AS and Chairman of Arcade Drilling AS (1987- 1992), Managing Director of Custodia AS (1986-1987) and Executive Vice President of RS Platou Shipbrokers (1983-1986). Mr. Pettersen holds an MBA degree from University of Wisconsin, the United States. Mr. Pettersen lives in Oslo, Norway.
Garup Meidell Garup Meidell has been the Chief Financial Officer since 1998. Prior to joining Bergesen in 1998, Mr. Meidell was responsible for KPMG’s Corporate Finance department in Oslo (1996-1998), worked in various financial positions in Norex Offshore Wilrig and Transocean (1994-1996) and was a member of the executive group of Oslobanken, responsible for its corporate and private banking activities (1991-1993). He also worked as Director in Midland Montagu Oslo, a subsidiary of Midland Bank (1985-1990). Mr. Meidell holds a business degree from Heriott Watt University, Edinburgh. Mr. Meidell lives in Oslo, Norway.
Jens Ismar Jens Ismar has been Commercial Director since 2001. Prior to joining Bergesen in 2001, Mr. Ismar held various positions (1984-1996) and later worked as Managing Director of Stemoco Shipping/Lorentzen & Stemoco (1997- 2001). He has also worked as shipping department manager in G.D.O. Industries in New York (1982-1984). Mr. Ismar holds a business degree form Lund University, Sweden. Mr. Ismar lives in Oslo, Norway.
Rebekka Glasser Rebekka Glasser has been Business Development Director since August 2005. Prior to being appointed to her current position, Ms. Glasser worked as Assistant Director and Head of Corporate Planning of Bergesen (2004- 2005), Project Manager Business Development (1999-2004) and in the corporate finance department of Enskilda Securities (1995-1999), including two years in London. She is also a member of the Board of Directors of Aker Yards ASA and Marintek AS. Ms. Glasser holds a business degree from the Norwegian School of Economics, Business and Administration and is also a certified financial analyst. Ms. Glasser lives in Oslo, Norway.
Leif Arthur Andersen Leif Arthur Andersen has been Technical Director since 1997. Prior to joining Bergesen in 1995 in connection with Bergesen acquiring Havtor, he worked as Technical Director of Havtor AS (1989-1995) and head of MRV Technology/Moss Fredrikstad Shipyard (1988-1989). Mr. Andersen holds a Master of Science/Naval Architect degree from the University of Trondheim and also has a degree in Business Administration from the Norwegian School of Economics, Business and Administration. Mr. Andersen lives in Oslo, Norway. Mr. Andersen is expected to retire in 2007.
10.2 Administrative, management and supervisory bodies conflicts of interest
There are no conflicts between any duties to the issuing entity of the persons referred to in Section 10.1 and their private interests and or other duties.
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11. Major shareholders
11.1 Ownership Following the completion of the Global Offering, in October 2005 BW Limited indirectly owned 59.7% of the outstanding shares. BW Ltd is approximately 93% owned by companies controlled by Sohmen family interests. Accordingly, as members of the Sohmen family, Mr. Helmut Sohmen and Mr. Andreas Sohmen-Pao indirectly control the majority of the shares.
At the beginning of August 2006, BW Gas had 852 shareholders. The largest shareholder, World Nordic ApS (wholly owned by BW Ltd), held 59.7 % of the shares and the company’s ten largest shareholders 80.6% of the shares. Investors outside of Norway owned 94.3 % of the company.
20 largest shareholders as per 9 August 2006 Shareholder No of shares % share Country Details WORLD NORDIC APS 76 630 285 59,71 DNK Ordinary STATE STREET BANK & 2 446 946 1,91 USA Nominee CHEMLOG HOLDINGS LIM 2 420 000 1,89 CHE Ordinary COMMERZBANK AG 2 389 000 1,86 DEU Nominee BANK OF NEW YORK, BR 2 061 534 1,61 DEU Ordinary ODIN NORDEN 1 953 100 1,52 NOR Ordinary COGENT-HUNTER HALL V 1 582 500 1,23 AUS Ordinary BAYERISCHE HYPO UND 1 498 500 1,17 DEU Nominee SKANDINAVISKA ENSKIL 1 270 500 0,99 SWE Nominee JPMORGAN CHASE BANK 1 231 988 0,96 GBR Nominee MELLON BANK AS AGENT 1 229 212 0,96 USA Nominee THE NORTHERN TRUST C 1 217 146 0,95 GBR Nominee GEVERAN TRADING CO L 1 211 700 0,94 CYP Ordinary BNP PARIBAS SEC. SER 976 899 0,76 FRA Nominee SIS SEGAINTERSETTLE 972 179 0,76 CHE Nominee BANK OF NEW YORK, BR 953 500 0,74 HKG Ordinary RBC DEXIA INVESTOR S 900 000 0,70 FRA Ordinary CLEARSTREAM BANKING 860 626 0,67 LUX Nominee GOLDMAN SACHS INTERN 845 776 0,66 GBR Nominee BANK OF NEW YORK, BR 840 400 0,65 CYM Nominee Total 103 491 791 80,63 Total no of shares 128 347 885 100
Shares owned by foreigners 121 036 325 94,3
Figure 12: 20 largest shareholders Source: BW Gas
Corporate Governance BW Gas is dedicated to maintaining high standards of corporate governance. Corporate governance addresses the interaction between the shareholders, board of directors, management, employees and other stakeholders. Maintaining high standards of corporate governance improves the quality of discussions and decisions by corporate bodies and strengthens confidence among shareholders, bondholders and the investor market in general, contributing to value creation. The corporate governance policies are available on the company’s website, www.bwgas.com.
11.2 Change of control There are no arrangements, known to BW Gas, the operation of which may at a subsequent date result in a change in control of the company.
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12. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses
12.1 Historical Financial Information
Statement of compliance The consolidated financial statements of BW Gas and all its subsidiaries are prepared in accordance with IFRS as adopted by the EU and the Norwegian Accounting Act. The financial statements have been prepared under the going concern assumption.
The Group first time adopted IFRS in its consolidated financial statement ended 31 December, 2004 and applied IFRS 1 First time Adoption of International Financial Reporting Standards. The Group prepared the 2004 consolidated financial statements applying IFRS standards consistently throughout the presented periods (2002 through 2004), except in certain cases where IFRS 1 explicitly allowed one option to do otherwise at transition. The Group therefore implemented all IFRS standards effective 31 December, 2004. In addition, the Group elected to early adopt all the IFRSs effective on 1 January, 2005 in its 2004 consolidated financial statements, given that early adoption of the following was allowed for: (For more information, see Note 2, Annual Report 2005).
The financial statements of the parent company BW Gas ASA are prepared in accordance with NGAAP.
Basis for preparation BW Gas is a US dollar based company with all revenues, debt and a significant part of the operating costs in the US currency. However, approximately 35% of the operating expenses are denominated in NOK. The consolidated financial statements are presented in USD million, except when otherwise is indicated. Some figures in the notes are presented in Norwegian Kroner (NOK). NOK is the functional currency of the parent company.
These consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments, available-for-sale investment securities and financial assets and financial liabilities held-for-trading, which have been measured at fair value.
According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the Quarterly Report 1st quarter 2006, Annual Report of 2005 and Historical Financial Statements 2002-2004 (IFRS version, presented in IPO Offering Memorandum dated 24 October 2005) as follows:
Quarterly Annual report / report Financial Statements 1. Q 2006 2005 2002-2004
BW Gas ASA Group Consolidated income statement Page 13 Page 42 Page F-66 Consolidated balance sheet Page 14 Page 43 Page F-67 Consolidated cash flow statement Page 14 Page 44 Page F-68 Consolidated statement of changes in Page 15 Page 45 Page F-69 equity Notes to the consolidated accounts Page 15-17 Pages 46-74 Pages F-70-104
12.2 Financial statements See section 12.1 Historical Financial Information.
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12.3 Auditing of historical annual financial information
12.3.1 Statement of audited historical financial information The historical financial information of BW Gas, comprising financial statements from Annual Report 2005 and Historical Consolidated Financial Statements 2002-2004 (see previous page for references), has been audited. The auditor responsible for these historical financial statements is Mr. Eirik Tandrevold of Ernst & Young (see Section 4.1).
The financial statements from the Quarterly Report of 2006 (1Q06) have not been audited.
Statements of audited historical financial information are given in the Annual report 2005 page 85, and in the IPO Offering Memorandum dated 24 October 2005, page F-105 for the audited historical financial statements for 2002-2004.
12.4 Age of latest financial information
12.4.1 Last year of audited financial information The last year of audited financial information is 2005. The first-quarter report of 2006, 1Q06, is published, but not audited.
12.5 Legal and arbitration proceedings
Legal claims General Ore International Corporation Ltd (GOIC) has filed a complaint about the level of disbursements and expenses charged to two of the Group’s joint ventures (the JVs have been de-merged out of the group as of 1 July, 2005) by the parent company and have reserved the right to review and contest the same. In a letter dated 27 July, 2005 GOIC has stated that they intend to claim reimbursements for overcharging in an amount between USD 8 to 10 million. In a letter of 6 September, 2005, GOIC has formally called for the appointment of a single arbitrator in respect of the claim. The Company has rejected the claim and the call for a single arbitrator, and each party has appointed its arbitrator, while the third member of the arbitration panel has not been appointed yet. No further substantiation of the claim has been made. Since the claimant has not substantiated the claim nor provided any evidence, it has so far not been possible to fully evaluate the merits of the claim and, although the company’s preliminary view is that the claim has no merit, the company cannot be certain about the outcome of this claim.
12.6 Significant change in the issuer's financial or trading position There has not been any significant change in the financial and trading position of BW Group since the publishing of the 1Q06 report May 30, 2006.
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13. Third party information and statement by experts and declarations of any interest
13.1 Information about person(s) as expert(s) Information about person(s) as expert(s) is listed in the following table:
Name Qualifications Business address Material interest in the BW Gas Rita Granlund State Authorized Public PricewaterhouseCoopers, Karenslyst alle None Accountant 12, 0278 Oslo, Norway
Eirik Tandrevold State Authorized Public Ernst& Young, Christian Frederiks Plass 6 None Accountant (Norway) Oslo Atrium, 0154 Oslo, Norway
13.2 Third party information Part of the information given in this Registration Document has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as BW Gas is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The following table lists such third parties:
Third party Source Section(s) in Reference: Registration Document Poten and Partners, www.poten.com 6.1 For Figure 1, see: BW Gas International US based LPG Offering Memorandum, p. 72, consultant www.bwgas.com/ lwp/wcm/resources/file/eb883c0c8443401/ 251451_Bergesen_prospekt_web_final.pdf Fertecon, UK based www.fertecon.com 6.1 See: BW Gas Annual Report 2005, p. 6 ammonia market analyst International www.iea.org 6.1 See: BW Gas Annual Report 2005, p. 6 Energy Agency Cedigaz www.cedigaz.org 6.1 See: BW Gas 1Q06 Report BW Gas For figure 4 see: www.bwgas.com/lwp/wcm/connect/?MOD=WEB&ACTION=^http://hu Presentation gin.info/136047/R/1053181/1750.pdf^www.bwgas.com/lwp/wcm/connec t/?MOD=WEB&ACTION=^http://hugin.info/136047/R/1053181/175046 .pdf^www.bwgas.com/
Pareto Securities www.pareto.no 6.1 Research
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14. Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of BW Gas, Drammensveien 106, 0273 Oslo, Norway:
(a) the memorandum and articles of association of BW Gas ASA; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at BW Gas’ request any part of which is included or referred to in the registration document; (c) the historical financial information of BW Gas ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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Cross Reference List Reference in Registration Document Refers to
12.1 Historical Financial Information Annual Report of 2005, Financial Statements 2002- 2004 and Quarterly Report 1st quarter 2006 12.3.1 Statement of audited historical financial Annual Report of 2005 page 85, Financial Statements information 2002-2004 page F-105
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Bergesen Worldwide Gas’ Articles of Association
Article 1 Name of organization
The company’s business enterprise name is Bergesen Worldwide Gas ASA. The company is a public limited company.
Article 2 Registered office The company's registered office is in Oslo.
Article 3 Objective The objective of the company is to engage in shipping and related activities and participation in other related business as shareholder or otherwise.
Article 4 Share capital and shares The company's share capital is NOK 128,347,885 divided into 128,347,885 shares, each of NOK 1.00 par value. The company’s shares shall be freely negotiable. The shares shall be registered in a securities service centre.
Article 5 Board of Directors The company shall be directed by a Board of Directors consisting of three to seven members. The Board of Directors is elected by the General Meeting. The General Meeting may decide to elect deputy directors, who in that event shall be elected as personal deputies as decided by the General Meeting. The General Meeting elects the Board Chairman and Deputy Chairman. Power of signature for the company is exercised by any one of the Board Chairman, the Deputy Chairman or the Managing Director. The Board may grant powers of procuration.
Article 6 General Meetings The notice of the General Meeting may provide that shareholders who intend to participate in the General Meeting must report this to the company by a certain date, which shall not be set to expire earlier than five working days before the General Meeting.
The following business must be transacted and decided at the ordinary General Meeting: 1. approval of the annual accounts and annual report, including distribution of dividend; 2. any other business to be transacted at the General Meeting by law or in accordance with the Articles of Association.
Article 7 Nomination Committee The company shall have a Nomination Committee consisting of three members elected by the General Meeting. The Members of the Nomination Committee are elected for a period of up to two years. The Nomination Committee proposes candidates to the Board of Directors and the remuneration to the members of the Board of Directors. The General Meeting adopts the instruction for the Nomination Committee.
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Glossary of Shipping Terms
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